Exhibit 3.1
ARTICLES OF INCORPORATION
OF
HORSE SENSE STABLE SERVICES, INC.
FIRST. The name of the corporation is:
HORSE SENSE STABLE SERVICES, INC.
SECOND. The Corporation initially intends to conduct the business of
providing consulting, bookkeeping, and management services for commercial
boarding stables, including stables owned by the Corporation as well as stables
owned by others. Additionally, this Corporation is formed to engage in any
lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred
upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Arizona, or in any other
state, territory or country.
(G) Shall have power to appoint such officers and agents as the affairs
of the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Arizona, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in any way affect the legality
of the document.
(K) Shall have power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
rights, privileges or franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills of exchange, debentures,
and other obligations and evidences of indebtedness, payable at a specified time
or times, or payable upon the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or
in payment for property purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness created by,
any other corporation or corporations of the State of Arizona, or any other
state or government, and, while owners of such stock, bonds, securities or
evidences of indebtedness, to exercise all the rights, powers and privileges of
ownership, including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefor its capital, capital surplus, surplus, or
other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Arizona, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) Shall have power to do all and everything necessary and proper for
the accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation, or
any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be allowed by
law.
THIRD. That the total number of common stock authorized that may be
issued by the Corporation is ONE HUNDRED MILLION (100,000,000) shares of stock
at a par value of one-tenth of one cent ($.001) and TEN MILLION (10,000,000)
shares of preferred stock at a par value of one-tenth of one cent ($.001) . Said
shares may be issued by the corporation from time to time for such
considerations as may be fixed by the Board of Directors.
FOURTH. Its registered office in the State of Arizona is located at
7699 E. Park View Dr., Tucson, Arizona 85715. This Corporation may maintain an
office, or offices, in such other place within or without the State of Arizona
as may be from time to time designated by the Board of Directors, or by the
By-Laws of said Corporation, and this Corporation may conduct all Corporation
business of every kind and nature, including the holding of all meetings of
Directors and Stockholders, outside the State of Arizona as well as within the
State of Arizona.
FIFTH. The name and address of the statutory agent of the
Corporation is Michael C. High, 7699 E. Park View Dr., Tucson, Arizona 85715.
SIXTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The initial board of directors shall consist of two directors. The names and
addresses of the persons who are to serve as the directors until the first
annual meeting of shareholders or until their successors are elected and
qualifies are:
NAME POST OFFICE ADDRESS
Michael C. High 7699 E. Park View Dr., Tucson, AZ 85715
Sara J. High 7707 E. Park View Dr., Tucson, AZ 85715
SEVENTH. The name and post office address of the Incorporator
signing the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Michael C. High 7699 E. Park View Dr., Tucson, AZ 85715
All powers, duties and responsibilities of the incorporators shall cease at the
time of delivery of these Articles of Incorporation to the Arizona Corporation
Commission.
EIGHTH. The Corporation shall indemnify any person who incurs
expenses or liabilities by reason of the fact he or she is or was an officer,
director, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise. This
indemnification shall be mandatory in all circumstances in which indemnification
is permitted by law.
NINTH. To the fullest extent permitted by the Arizona Revise
Statutes, as the same exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for any action taken or any failure to take any action as a
director. No repeal, amendment or modification of this article, whether direct
or indirect, shall eliminate or reduce its effect with respect to any act or
omission of a director of the Corporation occurring prior to such repeal,
amendment or modification.
TENTH. The capital stock, after the amount of the subscription
price, or par value, has been paid in, shall not be subject to assessment to pay
the debts of the corporation.
ELEVENTH. The corporation is to have perpetual existence.
TWELFTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to
make, alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above
its capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate
one (1) or more committees, each committee to consist of one or more of the
Directors of the Corporation, which, to the extent provided in the resolution,
or in the By-Laws of the Corporation, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
Corporation. Such committee, or committees, shall have such name, or names, as
may be stated in the By-Laws of the Corporation, or as may be determined from
time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for that purpose, or when authorized by
the written consent of the holders of at least a majority of the voting stock
issued and outstanding, the Board of Directors shall have power and authority at
any meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interests of the Corporation.
THIRTEENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
FOURTEENTH. No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders for damages for
breach of fiduciary duty as a director or officer involving any act or omission
of any such director or officer; provided, however, that the foregoing provision
shall not eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or a knowing violation
of law, or (ii) the payment of dividends in violation of Title 10-640 of the
Arizona Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
FIFTEENTH. This Corporation reserves the right to amend, alter,
change or repeal any provision contained in the Articles of Incorporation, in
the manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
EXECUTED this 29th day of March, 2004 by all of the incorporators.
Signed: /s/
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Michael C. High
PHONE 520-733-9126
ACCEPTANCE OF APPOINTMENT BY STATUTORY AGENT
The undersigned hereby acknowledges and accepts the appointment as statutory
agent of the above-named corporation effective this 29th day of March, 2004.
Signed /s/
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Michael C. High